Fusion Finance Limited Shareholders Approve Articles Amendment and New Managing Director Appointment

Fusion Finance Limited has successfully concluded its postal ballot process, with shareholders approving both special resolutions with overwhelming majority support. The company submitted the scrutinizer's report and voting results to stock exchanges on January 9, 2026, confirming the passage of key corporate governance measures.

Postal Ballot Overview

The postal ballot was conducted exclusively through remote e-voting, with the record date set for December 5, 2025, and voting period concluding on January 7, 2026. The process was overseen by CS Harish Kumar from Harish Popli And Associates, who was appointed as scrutinizer by the board on December 6, 2025.

Parameter:	Details
Total Shareholders on Record Date:	82,197
Voting Period End:	January 7, 2026
Scrutinizer:	CS Harish Kumar (FCS: 11918)
E-voting Platform:	MUFG Intime India Private Limited

Resolution Results

Both special resolutions received strong shareholder support, demonstrating confidence in the company's strategic direction.

Resolution 1: Articles of Association Amendment

The first resolution to amend the company's Articles of Association received near-unanimous approval:

Category:	Votes Polled	Votes in Favour	Votes Against	Approval Rate (%)
Promoter and Promoter Group:	68,736,458	68,736,458	0	100.00
Public Institutions:	13,059,859	13,059,859	0	100.00
Public Non-Institutions:	178,572	178,273	299	99.83
Total:	81,974,889	81,974,590	299	99.9996

Resolution 2: Managing Director Appointment

The appointment of Mr. Sanjay Gargali (DIN: 11046442) as Managing Director also secured strong approval:

Category:	Votes Polled	Votes in Favour	Votes Against	Approval Rate (%)
Promoter and Promoter Group:	68,736,458	68,736,458	0	100.00
Public Institutions:	13,059,858	12,939,676	120,182	99.08
Public Non-Institutions:	178,573	178,274	299	99.83
Total:	81,974,889	81,854,408	120,481	99.85

Voting Participation Analysis

The postal ballot witnessed participation from 213 members out of 82,197 total shareholders. The voting pattern showed strong promoter group participation at 93.61% of their shareholding, while institutional investors participated at 61.43% of their holdings.

Shareholder Category:	Total Shares Held	Participation Rate (%)
Promoter and Promoter Group:	73,427,258	93.61
Public Institutions:	21,259,751	61.43
Public Non-Institutions:	36,866,072	0.48

Regulatory Compliance

The company conducted the postal ballot in compliance with Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 108 of the Companies Act, 2013. The process followed MCA circulars allowing remote e-voting without physical postal ballot forms, with notices dispatched via email on December 8, 2025.

The scrutinizer's report confirmed that all procedural requirements were met, including proper advertisement in Financial Express and Jansatta newspapers on December 9, 2025. The e-voting system was unblocked on January 7, 2026, at 5:17 PM in the presence of independent witnesses.

With both resolutions now approved, Fusion Finance Limited can proceed with implementing the Articles of Association amendments and formalizing Mr. Sanjay Gargali's appointment as Managing Director, marking significant milestones in the company's corporate governance framework.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-0.73%	+3.63%	+2.84%	-11.30%	-10.35%	-47.43%

Fusion Finance Limited's Working Committee has approved the allotment of non-convertible debentures worth ₹150 crores in its meeting held on December 29, 2025. The committee meeting commenced at 2:00 PM IST and concluded at 2:35 PM IST, addressing the debenture allotment under Regulation 30 of SEBI Listing Regulations.

Debenture Allotment Details

The Working Committee approved the allotment of 15,000 senior, secured, rated, listed, redeemable, transferable, taxable, non-convertible debentures through private placement. Each debenture carries a face value of ₹1,00,000, bringing the total aggregate nominal value to ₹150 crores. The issue includes a green shoe option of up to ₹50 crores.

Parameter	Details
Number of Debentures	15,000
Face Value per Debenture	₹1,00,000
Total Issue Size	₹150 crores
Green Shoe Option	₹50 crores
Issuance Type	Private Placement

Interest Rate and Tenure Structure

The debentures offer an interest rate of 10.95% per annum, payable on a monthly basis. The securities carry a tenure of 30 months from the deemed date of allotment, with the maturity date set for June 29, 2028.

Terms	Specifications
Interest Rate	10.95% per annum
Payment Frequency	Monthly
Deemed Allotment Date	December 29, 2025
Maturity Date	June 29, 2028
Tenure	30 months

Security and Listing Arrangements

The debentures are secured by a first ranking exclusive and continuing charge created through hypothecation over the company's identified receivables and book debts. This security arrangement was established under a Deed of Hypothecation executed on December 26, 2025, with Catalyst Trusteeship Limited serving as the Debenture Trustee. The outstanding principal amount is secured by a first ranking and exclusive charge of 1.10x over identified receivables, including present and future receivables that are free from encumbrances, charges, or liens.

The debentures are proposed to be listed on the wholesale debt market segment of BSE Limited, providing liquidity options for investors. The coupon payments will be made monthly until the final settlement date, with the final coupon payment date coinciding with the maturity date as per the debenture trust deed executed on December 26, 2025.

Regulatory Compliance

This allotment follows Fusion Finance's earlier communications dated December 23, 2025, and November 4, 2025, ensuring full compliance with SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The disclosure was made pursuant to Regulation 30 and 51 read with Schedule III of the listing regulations, maintaining transparency with stakeholders and regulatory authorities.